SEC Compliance Disclosures

OnRampDLT is a non-custodial software platform that provides user interfaces enabling issuers and investors to prepare and execute transactions on the XRP Ledger using their own self-custodial wallets.

OnRampDLT provides software infrastructure only. The platform:

• Constructs transaction payloads based on user-specified parameters
• Presents those payloads to the user for signature via their own self-custodial wallet
• Never holds, controls, or has access to user funds, private keys, or securities
• Never executes, settles, or routes orders on behalf of users
• Never makes investment recommendations or provides investment advice
• Never negotiates transaction terms between parties

This disclosure is made pursuant to the SEC Division of Trading and Markets Staff Statement Regarding Broker-Dealer Registration of Certain User Interfaces Utilized to Prepare Transactions in Crypto Asset Securities, dated April 13, 2026 (File No. 4-894).

OnRampDLT charges fees as follows:

Access to the OnRampDLT platform requires a subscription. Subscription tiers are:

Subscription fees are flat, time-based charges for platform access. They are not associated with any specific securities transaction.

For all crypto asset securities transactions — including tokenized equity offerings and tokenized debt offerings (bonds) — a securities issuance fee of 0.25% of the total declared offering value is charged at the time of token creation.

This fee:

• Is charged directly to the issuer (the user)
• Is a fixed percentage applied consistently to all securities issuances regardless of security type, offering size, execution venue, or counterparty
• Is calculated on the total declared offering value as documented in the issuer's Private Placement Memorandum (PPM) uploaded at time of issuance
• Is not based on the occurrence, size, or value of any individual investor transaction
• Does not constitute payment for order flow

OnRampDLT does not receive compensation from any trading venue, liquidity provider, or third party based on user transaction activity.

Creation of non-security utility tokens is included in the subscription fee. No additional transaction fee is charged for utility token creation. See Section 8 (Token Declaration System) for the distinction between utility and security tokens and the issuer's responsibility for accurate classification.

Fees are payable in RLUSD, XRP, or USD via Stripe at time of issuance.

OnRampDLT discloses the following material conflicts of interest:

1. Subscription Revenue: OnRampDLT generates revenue from subscription fees paid by both issuers and investors. This creates an incentive to retain users on the platform. OnRampDLT does not allow this incentive to influence the neutrality of transaction parameters or routing.
2. Securities Issuance Fees: OnRampDLT charges a 0.25% fee on securities issuances. This creates a financial interest in the occurrence of issuance transactions. OnRampDLT mitigates this by applying the fee consistently regardless of offering type, size, or counterparty, and by not conditioning platform access on issuance activity.
3. Affiliated Services: OnRampDLT does not currently operate any affiliated trading venues, liquidity pools, or distributed ledger trading systems. If this changes, affected users will be notified and the affiliation will be prominently disclosed in this section and on the relevant transaction screens.
4. User Data: OnRampDLT maintains internal records of offering documents, transaction parameters, and issuance history for compliance purposes. This information is not sold to third parties. See the Privacy Policy for full data handling disclosure.
5. XRP Ledger: All transactions are executed on the XRP Ledger, a public blockchain. OnRampDLT has no control over the XRP Ledger protocol, validator behavior, transaction ordering, or network fees. OnRampDLT does not have any financial relationship with Ripple Labs, Inc. or any XRP Ledger validator.

Users should be aware of the following limitations of the OnRampDLT platform:

OnRampDLT supports issuance and management of tokens on the XRP Ledger only. The platform does not support Ethereum, Solana, or any other blockchain network.

The platform supports:

• Issued currency creation (AccountSet, TrustSet, Payment)
• Bond subscription and coupon distribution
• Wallet registration and management

The platform does not support:

• Secondary market trading of any token or security
• Automated market making or liquidity provision
• Custody of user assets
• Fiat currency conversion
• Cross-chain transactions

Investor access to bond and equity token offerings is restricted to users who have received a direct invitation from the issuer. OnRampDLT does not maintain a public catalog of available offerings. This design is intentional and required under Rule 506(b) of Regulation D.

OnRampDLT is intended for use by U.S. persons conducting offerings under Regulation D. The platform does not provide legal compliance infrastructure for securities offerings outside the United States. Non-U.S. issuers should consult qualified legal counsel regarding applicable laws in their jurisdiction before using the platform.

Transaction execution depends on XRP Ledger network availability. OnRampDLT does not control network uptime, transaction finality times, or network fee levels.

OnRampDLT constructs XRPL transaction payloads using the following parameters, all of which are determined by user input and disclosed to the user prior to signing:

• Account: User's XRPL wallet address (user-provided via wallet connection)
• SetFlag: 8 (asfDefaultRipple) for securities; not set for utility tokens
• RequireAuth: Enabled for securities (only authorized trust lines can hold tokens)
• GlobalFreeze: Available to issuer post-creation for compliance

• Account: Investor's XRPL wallet address
• LimitAmount: [token currency code, issuer address, limit]
• Authorization: Required for securities tokens (issuer must authorize each investor)

• Account: Investor wallet address
• Destination: Issuer wallet address
• Amount: User-specified investment amount in selected settlement currency
• Paths: Not used — direct payments only, no automated routing

• All transactions include a standard XRP network fee (currently ~12 drops = 0.000012 XRP)
• This fee is paid to XRP Ledger validators, not to OnRampDLT
• The fee amount is determined by the XRP Ledger network at time of submission

All parameters are presented to the user in plain language on the transaction confirmation screen before the user is asked to sign. Users may review and cancel any transaction before signing. Once signed and submitted, transactions are irreversible by OnRampDLT.

OnRampDLT connects to the following distributed ledger systems:

• Network: XRP Ledger Mainnet
• Connection: Public WebSocket nodes (wss://xrplcluster.com, wss://s1.ripple.com)
• Type: Permissionless distributed ledger
• Affiliation: OnRampDLT has no affiliation with Ripple Labs, Inc. or any XRP Ledger validator. Connection is to the public network.
• Audit: Public. All transactions are verifiable on XRPL Explorer (xrpl.org/explorer)

• Network: XRP Ledger Altnet (testnet)
• Connection: wss://s.altnet.rippletest.net
• Used for: Development and user testing only
• No real value transactions occur on testnet

OnRampDLT evaluates distributed ledger connectivity based on the following objective factors:

• Liquidity depth
• Transaction latency
• Protocol transparency and public verifiability
• Security track record
• Network neutrality
• Auditability of transaction records

OnRampDLT does not currently connect to any automated market maker (AMM) pools, decentralized exchanges, or request-for-quote systems for purposes of routing investor transactions. If this capability is added, this section will be updated and users will be notified.

OnRampDLT uses the following default transaction parameters. All defaults are disclosed here and are customizable by the user prior to transaction signing.

• USD-denominated offerings: RLUSD (Ripple USD stablecoin, issuer: rMxCKbEDwqr76QuheSUMdEGf4B9xJ8m5De)
• XRP-denominated offerings: XRP (native)
• Rationale: RLUSD selected as default USD stablecoin for its on-ledger availability and Ripple-issued status. Users may select alternative stablecoins (USDC, Bitstamp USD, GateHub USD) at time of bond creation.
• Risk: Stablecoin issuers may suspend redemptions, alter terms, or become insolvent. OnRampDLT does not guarantee the value or availability of any stablecoin.

• Bond coupon payments: Annual (1 per year)
• Users may select: Annual, Semi-annual, Quarterly, Monthly

Not applicable to primary issuance transactions (fixed price by definition). Applicable if secondary market functionality is added (future — this section will be updated).

• Default: 12 drops (0.000012 XRP)
• Users may increase priority fee if network congestion requires faster inclusion
• OnRampDLT does not charge any markup on network fees

• RLUSD as default settlement currency introduces stablecoin counterparty risk
• Annual coupon default may not match issuer cash flow needs — issuers should select payment frequency that matches their actual distribution capability
• Network fees may increase during periods of high XRP Ledger activity

OnRampDLT requires all token creators to declare the intended use of tokens at the time of creation. This declaration determines the applicable fee structure, XRPL configuration flags, and compliance requirements.

Definition: A token that does not represent ownership, equity, debt, profit rights, or any other economic interest in a business or asset, and is not being offered as a security under federal or state law.

• No Reg D exemption is relied upon in connection with distribution
• RequireAuthorization: OFF (any wallet may hold with a trust line)
• Freeze capability: OFF by default
• Securities issuance fee: Not applicable
• Fee: Included in subscription

Definition: A token representing fractional ownership, equity, revenue share, profit participation, or any other ownership interest in a business, asset, or property, where investors reasonably expect profit primarily from the efforts of the issuer or a third party.

• Reg D 506(b) or 506(c) exemption required
• RequireAuthorization: ON (issuer must authorize each investor trust line)
• Freeze capability: ON (issuer may freeze for compliance)
• PPM upload required before issuance
• Securities issuance fee: 0.25% of declared offering value
• KYC/accredited investor verification required for all investors

Definition: A token representing a debt obligation of the issuer, including bonds, notes, debentures, and similar instruments promising repayment of principal and/or interest.

• Reg D 506(b) or 506(c) exemption required
• RequireAuthorization: ON
• Freeze capability: ON
• PPM upload required before issuance
• Securities issuance fee: 0.25% of declared offering value (total raise amount)
• KYC/accredited investor verification required for all investors

Before creating a utility token, issuers must confirm:

Before creating a security token, issuers must confirm:

OnRampDLT is designed to support securities offerings conducted under Regulation D of the Securities Act of 1933. Regulation D provides exemptions from SEC registration for certain private placements of securities.

• No general solicitation or advertising permitted
• Up to 35 non-accredited but sophisticated investors (OnRampDLT recommends accredited investors only for simplicity)
• Unlimited number of accredited investors
• Investor self-certification of accredited status acceptable
• OnRampDLT implements: Invite-only access via issuer-generated links tied to specific investor email addresses

• Issuer may publicly advertise the offering (the issuer, not OnRampDLT)
• ALL investors must be independently verified as accredited investors
• OnRampDLT implements: Stripe Identity verification ($6 per investor) for 506(c) offerings
• OnRampDLT does not host a public catalog of offerings — investors must arrive via direct link from the issuer

OnRampDLT does not act as a placement agent, finder, or broker in connection with any Regulation D offering. The platform does not:

• Identify or solicit investors on behalf of issuers
• Negotiate offering terms between issuers and investors
• Provide investment recommendations to investors
• Receive compensation based on the amount raised or the number of investors

Issuers are solely responsible for:

1. Filing Form D with the SEC within 15 days of the first sale
2. Compliance with applicable state securities laws (blue sky)
3. Independently verifying accredited investor status for 506(c) offerings
4. Providing all required disclosures to investors
5. Maintaining records of investor qualifications
6. Complying with any restrictions on resale of securities

Form D filing: SEC EDGAR Form D Filing System

All investors participating in securities offerings on OnRampDLT must qualify as "accredited investors" as defined under Rule 501 of Regulation D.

An individual qualifies as an accredited investor if they meet ANY of the following:

• Net worth exceeding $1,000,000 (excluding primary residence), individually or jointly with spouse
• Individual income exceeding $200,000 in each of the two most recent years (or $300,000 jointly with spouse) with reasonable expectation of same in current year
• Holds a Series 7, 65, or 82 license in good standing
• Is a "knowledgeable employee" of a private fund

Entities qualify if all equity owners are accredited investors, or if the entity has total assets exceeding $5,000,000 and was not formed for the specific purpose of acquiring the offered securities.

For 506(b) offerings:

• Investors self-certify accredited status via platform attestation
• Platform records attestation text, timestamp, and user identifier
• Legal identity verified via KYC at account creation

For 506(c) offerings:

• Third-party verification of accredited investor status is mandatory for every investor
• OnRampDLT integrates Stripe Identity for document-based verification ($6 per investor, charged to the investor)
• Investors must complete verification before accessing any offering details or subscription flows
• Verification records are retained by OnRampDLT for a minimum of five (5) years
• Issuers bear independent legal responsibility for ensuring all investors are verified prior to any sale

Issuers conducting a Regulation D offering on OnRampDLT are solely responsible for filing Form D with the SEC.

Form D is a notice filing required by the SEC when an issuer first sells securities in a Regulation D offering. It is not a registration statement. Filing Form D does not mean the offering has been reviewed or approved by the SEC. It is a disclosure obligation.

Form D is filed electronically through the SEC's EDGAR system:

• SEC EDGAR Form D Filing System

Required information includes: issuer name and address, type of offering (506(b) or 506(c)), date of first sale, amount of securities offered, amount sold to date, and number of investors.

An amended Form D must be filed if: (1) there is any material change in the information previously filed, or (2) the offering continues after one year from the initial Form D filing.

In addition to the federal Form D, most states require notice filings or other compliance steps for Regulation D offerings. Requirements vary by state. OnRampDLT does not provide state securities law compliance services. Issuers should consult qualified legal counsel regarding requirements in each state where investors reside.

OnRampDLT sends an automated reminder to issuers to file Form D within 15 days of the first recorded investor subscription on the platform. This reminder is for informational purposes only. OnRampDLT does not file Form D on behalf of issuers, does not verify that Form D has been filed, and is not responsible for any issuer's failure to file.

• SEC EDGAR — Form D Filing System
• SEC — Regulation D Overview